Wealth Minerals Ltd.
TSX VENTURE : WML
FRANKFURT : EJZ

Wealth Minerals Ltd.

February 02, 2015 08:00 ET

Wealth Options N1/N2 Gold Project from Balmoral Resources Ltd. and Arranges $700,000 Non-Brokered Private Placement

Plans 2015 Exploration Program

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Feb. 2, 2015) - Wealth Minerals Ltd. (the "Company" or "Wealth") - (TSX VENTURE:WML)(FRANKFURT:EJZ), announces that it has entered into an option agreement with Balmoral Resources Ltd. (TSX:BAR) ("Balmoral") to acquire up to a 75% interest in the N1/N2 Gold Project, Quebec. The Company plans to complete a 1,500 metre confirmatory drill program on the project in 2015.

"Wealth has chosen to invest in the mining-friendly jurisdiction of Quebec, where tax advantages significantly lower the financing risk." stated Henk van Alphen, Wealth's President & CEO, "N2 hosts a low-risk, proven gold system with potential for expansion on multiple fronts. We believe we can add value here on behalf of Wealth shareholders."

"We are pleased to have found a partner to move the N1/N2 project forward while we concentrate on our discoveries at Grasset and Martinere" said Darin Wagner, President and CEO of Balmoral. "We believe that shareholders of both Wealth and Balmoral will benefit as a result of this venture. Wealth, as operator, will be working closely with our technical team to ensure that Balmoral's track-record of discovery in the area continues."

N1/N2 Project Summary

The N1/N2 Gold Project (the "Property") consists of 2 blocks of claims - a larger eastern block ("N2") totaling 3,600 hectares and a smaller western block ("N1") totaling 336 hectares, both road accessible and located approximately 25 kilometres south of Matagami, Quebec. The contiguous N2 block is further split into a northern section, the Northway Property ("Northway"), and a southern section, the Noyon Property ("Noyon").

The Property is located along the gold-bearing Casa Berardi Deformation Zone, which hosts the multi-million ounce Casa Berardi gold deposit. N2 is located immediately east of the Vezza gold deposit ("Vezza") (Figure 1) owned by a subsidiary of Maudore Minerals Ltd. During the period from March 23 to September 30, 2013, a reported 80,000 tonnes of ore were extracted at Vezza and trucked to the Sleeping Giant Mill, producing a reported 9,879 ounces of gold. The Vezza gold deposit head frame is located less than 500 metres from the western boundary of N2 and the structure that hosts the gold mineralization at Vezza is interpreted to continue for more than 2 kilometres east to west through N2.

To view Figure 1, please visit the following link: http://media3.marketwire.com/docs/Figure%201WealthMinerals.pdf

Wealth believes that N2 has good potential for establishment of an initial resource estimate following confirmatory drilling, as well as for the discovery of additional mineralization through drill-testing of six existing targets. The abundance of styles and hosts to gold mineralization on N2 suggests a potentially significant gold bearing system with abundant untested potential.

Discovery & Historical Exploration

Historical exploration has identified six zones of gold mineralization on N2, mainly located at contacts between rock units, which have been traced to depths ranging from 100 to 300 metres from surface and which in all cases remain open to depth and frequently remain open along strike.

To view Figure 2, please visit the following link: http://media3.marketwire.com/docs/Figure%202WealthMinerals.pdf

Gold mineralization on N2 was originally discovered by Minnova Inc. in 1981. Since then, N2 has changed hands through the course of various M&A activities, having been owned by, among others, Cyprus Canada Ltd. ("Cyprus"), International Taurus Resources Inc., American Bonanza Gold Corp. and ultimately by Balmoral. . Balmoral acquired the N2 Property in 2010 just before its discovery of the Martiniere gold system to the north. N1 was staked by Balmoral in 2013.

Previous work on N2 includes airborne and ground-based geophysical techniques and extensive overburden and bedrock drilling. Bedrock drilling totals 32,500 metres comprised of 163 diamond drill holes and 70 reverse circulation drill holes. On Northway, a total of five zones of gold mineralization were discovered prior to 2007, all related to volcanic-sedimentary rock contacts (Figure 2). Limited drill programs in 2007 and 2008 by Agnico led to the discovery of a sixth zone of gold mineralization in the hanging wall to the RJ Zone. Follow-up geophysical surveys outlined down-hole geophysical anomalies associated with this zone which remain to be tested.

Preliminary metallurgical tests conducted by Cypress on drill core from the A Zone (Figure 2) showed recoveries of 91.7% of the gold in a flotation concentrate after a moderately fine-grind.

Planned Work

Following on from the compilation work completed by Balmoral, Wealth plans to initiate several independent desktop studies in Q1, followed by drilling later in 2015.

Work completed during Q1 will include an independent assessment of the historically defined mineralization and its potential economic viability. These studies will determine the number of drill holes required to confirm the earlier drill data so as to enable such data to be relied upon in connection with a planned initial resource estimate for N2. At the present time, Wealth anticipates completing a minimum of 1,500 metres of diamond drilling at N2 in 2015, or approximately 6 confirmatory drill holes averaging 250 metres each. In addition, the Company intends to drill-test some or all of the six exploration targets that already exist on N2. Pending success, these results will be used in completing an initial resource estimate for N2. Planned work on N1 includes prospecting, mapping and geochemical and geophysical surveying.

Geology & Gold Mineralization

The northern portion of the Abitibi greenstone belt, in which the Property is located, consists of east-southeast striking mafic volcanic, pelitic sedimentary, iron formation and mafic to felsic volcaniclastic rock units. Dikes and sills of mafic to felsic composition are common. Regional structure is dominated by several major east-west striking deformation zones, which are intimately associated with gold mineralization.

The geology of the Property, derived principally from the previous diamond drilling and geophysical studies at N2, consists of interbedded clastic sedimentary rocks and mafic to felsic volcanic rocks that dip steeply to the south and strike roughly east-west. Lithological contacts are typically marked by zones of strong deformation, which is the focus of the identified gold mineralization and associated alteration at N2. There are also numerous altered and mineralized tectonic breccia zones in the volcanic rocks at N2, commonly at or near the structural intersection of the contact-related deformation zones and northwest or northeast trending cross faults.

Cyprus identified two types of gold mineralization at N2. The first is associated with silicified graphitic shear zones, and the second occurs in semi-concordant zones of pyrite-arsenopyrite within basalt units that are close to contacts with sedimentary rocks. The higher-grade segments of the auriferous zones appear to be in close proximity to the intersection of cross structures with the sheared basalt-sediment contacts.

Drilling by Agnico Eagle at N2 in 2008 led to the discovery of a third style of gold mineralization associated with zones of semi-massive pyrite within felsic volcanic rocks in the RJ Zone hanging wall. Agnico interpreted these zones as having affinity to certain other volcanic hosted massive sulphide related gold deposits in the region -- which if accurate, opens the potential for the discovery of this attractive style of mineralization on the Property through additional geophysical work.

With more than 32,000 metres of drilling completed by a series of competent previous operators, N2 is a well-understood brown-fields target. Wealth believes that a combination of confirmatory drilling and exploration drilling could add significant value to the Property.

Location & Infrastructure

The Property is located approximately 25 kilometers south of the mining center of Matagami, Quebec, approximately 4.0 kilometers south of a major regional highway and is accessible by all-season roads. The western zones at N2 (A and RJ) are within the potential capture radius of the head frame on Vezza and the nearby Sleeping Giant mill complex.

N1/N2 Option JV Agreement

Pursuant to the January 30, 2015 agreement between Balmoral and Wealth ("Option Agreement"), Wealth has the option (the "First Option") to earn an initial 51% interest in the Property by incurring aggregate exploration expenditures of $2.2 million (of which the initial $400,000 is a firm commitment), and issuing an aggregate of 3 million Wealth common shares over three years (Table 1). On exercise of the First Option, Wealth can elect to proceed with a further option ("Second Option") to earn an additional 24% interest (total 75%). In order to exercise the Second Option, Wealth must incur additional exploration expenditures of $2.8 million and make cash payments to Balmoral of up to $600,000, both over three years. The payments can be made in either cash or shares at Wealth's option. N2 is subject to existing net smelter returns royalties payable to various third parties.

Table 1: Summary of Option Terms

Date Wealth Common Shares Cash
Payment
CAD$
Expenditure Requirements
CAD$
Ownership Vested
First Option On Exchange Approval 1,000,000
First Anniversary 1,000,000 $400,000* -
Second Anniversary 1,000,000 $600,000* -
Third Anniversary $1,200,000* 51%
Second Option Election to Proceed with Second Option $300,000
Fourth Anniversary** $100,000 $2,800,000^ -
Fifth Anniversary** $100,000 -
Sixth Anniversary** $100,000 24%
TOTALS 3,000,000 $600,000 $5,000,000 75%

* During the First Option, the initial $400,000 is a firm commitment and $1.2 million of the $2.2 million total expenditure in years 1, 2 and 3 must be expended on drilling as follows: $200,000 in Year 1, $400,000 in Year 2 and $700,000 in Year 3.

^ During the Second Option, total expenditure of $2.8 million in years 4, 5 and 6 (or earlier) is subject to minimums of $500,000 per annum.

** Unless Second Option is earlier exercised.

Following the exercise of either the First or, if applicable, the Second Option, a joint venture ("JV") will be formed to further advance the Property. Wealth will be the operator of the Property through the First and, if applicable, Second Options and the initial phase of the JV. If either Wealth or Balmoral opt not to contribute their respective cost share of ongoing JV expenditures and are thereby reduced to a 5% or less JV interest, that interest will be transferred to the non-diluting participant and the diluted participant will thereafter be entitled to be paid a 1% Net Smelter Returns Royalty.

The obligations of Wealth under the Option Agreement are subject to the acceptance for filing thereof, and of the private placement noted below, by the TSX Venture Exchange on behalf of Wealth.

Non-Brokered Part and Parcel Private Placement

In connection with the Option Agreement, and the obligations of Wealth thereunder, Wealth has arranged a private placement of common shares ("Placement") consisting of 7,500,000 shares at a price of $0.10 per share to raise gross proceeds of $750,000. All shares issued in the Placement will have a hold period in Canada of four months from the closing of the Offering.

The net proceeds from the Placement are intended to be used to fund the costs related to the negotiation and obtaining of TSXV acceptance of the Option Agreement, to fund the first year's expenditure commitment on the Property of $400,000, to pay the outstanding interest on certain loans originally made to the Company in 2011 and for working capital during 2015. Finder's fees may be paid on a portion of the private placement.

Completion of the Placement is subject to the acceptance for filing thereof, and of the Option Agreement, by the TSX Venture Exchange on behalf of Wealth.

This press release does not constitute an offer of sale of the Placement in the United States. The Placement has not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "1933 Act") or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable exemption from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the foregoing securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Qualified Person

Keith Henderson, P.Geo., a qualified person as defined by National Instrument 43-101, has reviewed the scientific and technical information that forms the basis for this news release, and has approved the disclosure herein. Mr. Henderson is not independent of the Company as he is a shareholder.

About Wealth Minerals Ltd.

Wealth is an early stage mineral exploration company with listings on the TSX Venture and Frankfurt Stock Exchanges.

On Behalf of the Board of Directors of

WEALTH MINERALS LTD.

Hendrik van Alphen

President & CEO

For further details on the Company readers are referred to the Company's web site (www.wealthminerals.com) and its Canadian regulatory filings on SEDAR at www.sedar.com.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release, which has been prepared by management.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian and US securities legislation. All statements, other than statements of historical fact, included herein including, without limitation, statements regarding the anticipated content, commencement, timing and cost of exploration programs, anticipated exploration program results, the discovery and delineation of mineral deposits/resources/reserves, the anticipated completion of the private placement and the proposed use of the proceeds thereof; the Company's expectation that it will be able to prepare an initial resource estimate for the N2 property, the potential for the discovery of additional mineralization through drill-testing of six existing targets, the potential for there to be a very large and strong gold bearing system with abundant untested potential as a consequence of the abundance of styles and hosts to gold mineralization on N2, the potential for the discovery of volcanic hosted massive sulphide related gold deposits on the Property, the potential for a combination of confirmatory drilling and exploration drilling to add significant value to the Property, the anticipated securing of the acceptance for filing by the TSXV on behalf of the Company of the Placement and Option Agreement and the anticipated business plans and timing of future activities of the Company, are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events.

The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, the state of the financial markets for the Company's equity securities, the state of the commodity markets generally, variations in the nature, quality and quantity of any mineral deposits that may be located, variations in the market price of any mineral products the Company may produce or plan to produce, the inability of the Company to obtain any necessary permits, consents or authorizations required, including TSXV acceptance, for its activities, the inability of the Company to produce minerals from its properties successfully or profitably, to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies, and other risks and uncertainties disclosed in the Company's latest interim Management Discussion and Analysis and filed with certain securities commissions in Canada. All of the Company's Canadian public disclosure filings may be accessed via www.sedar.com and readers are urged to review these materials, including the technical reports filed with respect to the Company's mineral properties.

Caution Regarding Adjacent or Similar Mineral Properties

This news release contains information with respect to adjacent or similar mineral properties in respect of which the Company has no interest or rights to explore or mine. Readers are cautioned that the Company has no interest in or right to acquire any interest in any such properties, and that mineral deposits, and the results of any mining thereof, on adjacent or similar properties are not indicative of mineral deposits on the Company's properties or any potential exploitation thereof.

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